CME Group Inc.: Form 10-Q for the period ended Sep 30, 2026

The following discussion is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

References in this discussion and analysis to “we” and “our” are to CME Group Inc. (CME Group) and its consolidated subsidiaries, collectively. References to “exchange” are to Chicago Mercantile Exchange Inc. (CME), the Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), and Commodity Exchange, Inc. (COMEX), collectively, unless otherwise noted.

RESULTS OF OPERATIONS

Financial Highlights

The following summarizes significant changes in our financial performance for the periods presented.

(dollars in millions, except per share data)

Revenues

(dollars in millions)

Clearing and Transaction Fees

Futures and Options Contracts

The following table summarizes our total contract volume, revenue and average rate per contract for futures and options. Total contract volume includes contracts that are traded on our exchange and cleared through our clearing house and certain cleared-only contracts. Volume is measured in round turns, which is considered a completed transaction that involves a purchase and an offsetting sale of a contract. Average rate per contract is determined by dividing total clearing and transaction fees by total contract volume. Contract volume and average rate per contract disclosures below exclude trading volume for event contracts, the cash markets business as well as interest rate swaps.

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We estimate the following net changes in clearing and transaction fees based on the changes in total contract volumes and the changes in average rate per contract for futures and options during the third quarter and first nine months of 2026 when compared with the same periods in 2025.

(in millions)

Average rate per contract is impacted by our rate structure, including volume-based incentives; product mix; trading venue; and the percentage of volume executed by customers who are members compared with non-member customers. Due to the relationship between average rate per contract and contract volume, the change in clearing and transaction fees attributable to changes in each is only an approximation.

Contract Volume

The following table summarizes average daily contract volume. Contract volume can be influenced by many factors, including political and economic conditions, the regulatory environment and market competition.

(amounts in thousands)

Overall market volatility remained high in 2026. Interest rate, equity and foreign exchange markets experienced persistent inflationary pressure which we believe resulted in the Federal Reserve raising interest rates for the first time in over three years. In addition, certain equity indices saw increased volatility as a result of skepticism surrounding Artificial Intelligence (AI) spending and its potential ripple effect on the global economy. Also, uncertainty remained high within the energy, agricultural commodities, and metals markets as the geopolitical conflict in the Middle East has continued to cause significant supply disruptions and led market participants to turn to precious metals as a result. We believe these factors contributed to an increase in volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.

Interest Rate Products

The following table summarizes average daily contract volume for our key interest rate products.

(amounts in thousands)

Interest rate contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. This growth was primarily driven by persistent inflationary pressures, which prompted the Federal Reserve to implement its first interest rate hike in over three years. The resulting surge in Treasury yields to multi-year highs generated strong trading activity across our Treasury product suite. We believe these factors contributed to an increase in volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.

Equity Index and Cryptocurrency Products

The following table summarizes average daily contract volume for our key equity index and cryptocurrency products. The figures below include Micro E-mini and E-nano contract volumes.

(amounts in thousands)

Equity index contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. We believe these increases were due to market skepticism surrounding AI related spending which resulted in additional volumes within the Nasdaq-100 product suite. In addition, the continued geopolitical conflict in the Middle East has caused significant uncertainty throughout the equity markets as a whole and has led to the broader increase in volumes for our equity product suite.

Our cryptocurrency contract volumes decreased in the third quarter of 2026 when compared with the same period in 2025. We believe this decrease was attributed to higher volatility periods in 2025 which generated higher levels of activity compared to 2026.

Foreign Exchange Products

The following table summarizes average daily contract volume for our key foreign exchange products.

(amounts in thousands)

Overall foreign exchange volumes increased in the third quarter and the first nine months of 2026 when compared with the same periods in 2025. We believe these increases were due to monetary policy interventions across major foreign currencies, specifically the Japanese Yen. In addition, despite relatively low foreign exchange volatility, continued adoption of CME foreign exchange products led to overall increases in foreign exchange contract volumes in the third quarter and first nine months of 2026, when compared with the same periods in 2025.

Energy Products

The following table summarizes average daily contract volume for our key energy products.

(amounts in thousands)

Energy contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025, which we believe were due to higher overall volatility. The continued geopolitical conflict in the Middle East disrupted crucial supply chain routes and created higher uncertainty within the crude oil markets. We believe this contributed to higher energy volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.

Agricultural Commodity Products

The following table summarizes average daily contract volume for our key agricultural commodity products.

(amounts in thousands)

Overall commodity contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. We believe these increases were due to the continued geopolitical conflict between Russia and Ukraine, which has caused significant disruptions within the wheat market supply routes. In addition, adverse weather conditions led to lower overall crop yields resulting in higher overall grain volumes. We believe these factors contributed to higher overall commodity volumes in the third quarter and first nine months of 2026 compared with the same periods in 2025.

Metals Products

The following table summarizes average daily volume for our key metal products.

(amounts in thousands)

Overall metals contract volumes increased during the third quarter and first nine months of 2026, when compared to the same periods in 2025, driven primarily by heightened market volatility in early 2026. Precious metals volume growth was largely driven by ongoing geopolitical tensions across the globe, which drove market participants to the gold and silver markets. While precious metals prices have fallen as a result of rising bond yields, sustained volume growth has been supported by increased adoption of precious metals micro contracts among our retail client base. We believe these factors contributed to higher overall metals volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.

Average Rate per Contract

The average rate per contract decreased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. The decreases were largely due to increases in micro contract volumes, specifically within equities, energy and metals, which carry a lower overall rate per contract, as well as higher member trading as a percentage of total volume. The decrease was partially offset by a change in product mix. For the fist nine months of 2026, energy contract volume increased by 1 percentage point as a percent of total volume, while interest rate contract volume decreased by 1 percentage point. In general, energy contracts have a higher average rate per contract compared with other product lines. In addition, the overall decrease was partially offset by an increase in certain clearing and transaction fees which went into effect on April 1, 2026.

Cash Markets Business

Total clearing and transaction fees revenues in the third quarter and first nine months of 2026 include $74.0 million and $224.5 million, respectively, of transaction fees attributable to the cash markets business, compared with $69.8 million and $215.4 million, respectively, in the third quarter and first nine months of 2025. This revenue includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.

(amounts in millions)

The related average daily notional value for the third quarter and first nine months of 2026 and 2025 were as follows:

(amounts in billions)

Overall average daily notional values for the cash markets business were higher in the third quarter and first nine months of 2026 when compared with the same periods in 2025 due to higher overall volatility. We believe these increases were due to the continued geopolitical conflict in the Middle East, which caused significant macro-economic uncertainty throughout the global economy. In addition, global monetary policy shifts and uncertainty surrounding future policy decisions led to the overall increases in foreign exchange volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.

Concentration of Revenue

We bill a substantial portion of our clearing and transaction fees directly to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One individual firm represented at least 10% of our clearing and transaction fees in the first nine months of 2026. Should a clearing firm withdraw, we believe that the customer portion of the firm’s trading activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe we are exposed to significant risk from the ongoing loss of revenue received from or through a particular clearing firm.

Other Sources of Revenue

Market data and information services. During the third quarter and first nine months of 2026, overall market data and information services revenues increased when compared with the same periods in 2025, largely due to higher usage of certain products, increased demand by new customer segments, and price increases for certain products.

The two largest resellers of our market data represented approximately 25% of our market data and information services revenue in the first nine months of 2026. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal. In the event that one of these vendors no longer subscribes to our market data, we believe the majority of that vendor’s customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from our two largest resellers report usage and remit payment of their fees directly to us.

Expenses

(dollars in millions)

Operating expenses increased by $30.9 million and $103.4 million in the third quarter and first nine months of 2026 when compared with the same periods in 2025. The following table shows the estimated impacts of key factors resulting in the changes in operating expenses:

(dollars in millions)

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Increases in operating expenses in the third quarter and first nine months of 2026 when compared with the same periods in 2025 were as follows:

• License fees expenses were higher primarily due to higher volumes for certain equity products.
• The increases in technology support services expenses were primarily driven by increased third party services to support the ongoing Google Cloud transformation project.
• Salaries, benefits and employer taxes expenses were higher in the first nine months of 2026 as a result of salary increases that went into effect during the first quarter of 2026 as well as increases in headcount, which were primarily attributable to additional headcount in the company's international locations.
• Rent expenses were higher primarily due to gains recognized in the first nine months of 2025 due to a reduction in our leased office space and the commencement of the new data center lease in the second quarter of 2026.
• Marketing expense increased as a result of higher sponsorships, media campaigns and event costs in the first nine months of 2026.

Decreases in operating expenses in the third quarter and first nine months of 2026 when compared with the same periods in 2025 were as follows:

• Legal fees decreased primarily as a result of expenses incurred for the membership class action lawsuit litigation in the second and third quarter of 2025.
• A decrease in our non-qualified deferred compensation liability during the third quarter and nine months ended September 30, 2026, the impact of which does not affect net income because of an equal and offsetting change in investment income, contributed to the changes in compensation and benefits expenses.

Non-Operating Income (Expense)

(dollars in millions)

Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested decreased in the third quarter of 2026 when compared with the same period in 2025. This decrease was mainly due to a lower average rate of return despite higher overall reinvestment balances. In the third quarter 2026, earnings from cash performance bond and guaranty fund contributions were $1,391.7 million compared with $1,514.1 million in the third quarter of 2025.

Earnings from cash performance bond and guaranty fund contributions that are reinvested increased in the first nine months of 2026 when compared with the same period in 2025. This was mainly due to higher reinvestment balances despite a lower average rate of return on the reinvestment balances. In the first nine months of 2026, earnings from cash performance bond and guaranty fund contributions were $4,151.5 million compared with $3,875.3 million in first nine months of 2025. The increase was partially offset by higher net unrealized losses in the first nine months of 2026.

Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P Dow Jones Indices LLC business venture contributed to an increase in equity in net earnings (losses) of unconsolidated subsidiaries in the third quarter and first nine months of 2026 when compared with the same periods in 2025. This was partially offset by lower equity in net earnings (losses) of unconsolidated subsidiaries as a result of the sale of our OSTTRA joint venture which occurred in the fourth quarter of 2025.

Other non-operating income (expense). We recognized lower expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms during the third quarter of 2026 when compared with the same period in 2025. This decrease was due to lower interest income earned on our reinvestment balances as a result of a lower Federal Funds rate compared with the same period in 2025. In the third quarter of 2026, expense related to the distribution of interest earned on collateral reinvestments was $1,269.0 million compared with $1,399.2 million the third quarter of 2025.

We recognized higher expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms during the first nine months of 2026 when compared with the same period in 2025, mainly due to higher overall cash collateral balances. In the first nine months of 2026, expense related to the distribution of interest earned on collateral reinvestments was $3,783.9 million, compared with $3,578.5 million in the first nine months of 2025.

Income Tax Provision

The following table summarizes the effective tax rates for the periods presented:

The overall effective tax rate remained relatively consistent in the third quarter and first nine months of 2026 when compared with the same periods in 2025.

Liquidity and Capital Resources

Sources and Uses of Cash. Net cash provided by operating activities increased in the first nine months of 2026 when compared with the same period in 2025, which was largely due to an increase in trading volume and higher interest earned on reinvestment of collateral, net of distributions. Cash used in investing activities remained relatively consistent in the first nine months of 2026 when compared with the same period in 2025. Cash used in financing activities was higher during the first nine months of 2026 when compared with the same period in 2025 due to a decrease in cash performance bonds and guaranty fund contributions as well as an increase in share repurchases.

Debt Instruments. The following table summarizes our debt outstanding at September 30, 2026:

(in millions)

(1) We maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 4.73%.

We maintain a $2.3 billion multi-currency revolving senior credit facility with various financial institutions, which matures in April 2030. The proceeds from this facility can be used for general corporate purposes, which includes providing liquidity for our clearing house in certain circumstances at CME Group's discretion and, if necessary, for maturities of commercial paper. As long as we are not in default under this facility, we have the option to increase it up to $3.3 billion with the consent of the agent and lenders providing the additional funds. This facility is voluntarily pre-payable from time to time without premium or penalty. Under this facility, we are required to remain in compliance with a consolidated net worth test, which is defined as our consolidated shareholders' equity at December 31, 2024, giving effect to share repurchases made and special dividends paid during the term of the agreement (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65. We currently do not have any borrowings outstanding under this facility, but any commercial paper balance if or when outstanding can be backstopped against this facility.

We maintain a 364-day multi-currency revolving secured credit facility with a consortium of domestic and international banks to be used in certain situations by the clearing house. The facility provides for borrowings of up to $7.0 billion. We may use the proceeds to provide temporary liquidity in the unlikely event a clearing firm fails to promptly discharge an obligation to the clearing house operated by CME, in the event of a liquidity constraint or default by a depositary (custodian for our collateral), in the event of a temporary disruption with the domestic payments system that would delay payment of settlement variation between us and our clearing firms, or in other cases as provided by the CME rulebook. Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. At September 30, 2026, guaranty fund contributions available to collateralize the facility totaled $10.2 billion. We have the option to increase the line from $7.0 billion to $10.0 billion with the consent of the agent and lenders providing the additional funds. Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME's consolidated shareholder's equity less intangible assets (as defined in the agreement), of not less than $800.0 million. We currently do not have any borrowings outstanding under this facility.

The indentures governing our fixed rate notes, our $2.3 billion multi-currency revolving senior credit facility and our 364-day multi-currency revolving secured credit facility for $7.0 billion do not contain specific covenants that restrict the ability to pay dividends. These documents, however, do contain other customary financial and operating covenants that place restrictions on the operations of the company that could indirectly affect the ability to pay dividends.

At September 30, 2026, we have excess borrowing capacity for general corporate purposes of approximately $2.3 billion under our multi-currency revolving senior credit facility.

We maintain committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. We currently do not have any borrowings outstanding under these facilities.

We maintain a committed facility of up to $750.0 million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. We currently do not have any foreign currency trades outstanding under this facility.

At September 30, 2026, we were in compliance with the various covenant requirements of all our debt facilities.

CME Group, as a holding company, has no operations of its own. Instead, it relies on dividends declared and paid to it by its subsidiaries in order to provide the funds which it uses to pay dividends to its shareholders.

To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge irrevocable standby letters of credit. At September 30, 2026, the letters of credit totaled $450.0 million. We also maintain a $350.0 million line of credit to meet any variation margin obligations, as well as an additional $250.0 million line of credit to meet any initial margin obligations under this agreement.

The following table summarizes our credit ratings at September 30, 2026:

Given our cash flow generation, our ability to pay down debt levels and our ability to refinance existing debt facilities if necessary, we expect to maintain an investment grade rating. If our ratings are downgraded below investment grade within certain specified time periods due to a change of control, we are required to make an offer to repurchase our fixed rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. No report of any rating agency is incorporated by reference herein.

Liquidity and Cash Management. Cash and cash equivalents, excluding restricted cash and restricted cash equivalents, totaled $2.2 billion and $4.4 billion at September 30, 2026 and December 31, 2025, respectively. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our corporate investment policy and alternative investment choices. A majority of our cash and cash equivalents balance is invested in money market mutual funds that invest only in U.S. Treasury securities, U.S. government agency securities and U.S. Treasury security reverse repurchase agreements and short-term bank deposits. Our exposure to credit and liquidity risk is minimal given the nature of the investments. Cash that is not available for general corporate purposes because of regulatory requirements or other restrictions is classified as restricted cash and is included in cash performance bonds and guaranty fund contributions, other current assets or other assets in the consolidated balance sheets. Cash performance bonds and guarantee fund contribution assets are deemed to be restricted cash and restricted cash equivalents.

We maintain a share repurchase program under which we are authorized to repurchase up to $3.0 billion of our outstanding Class A common stock, par value $0.01 per share (the common stock), from time to time through open market transactions, block trades, privately negotiated purchase transactions or other purchase techniques and may include purchases effected pursuant to one or more trading plans established pursuant to Rule 10b5-1 under the Exchange Act. The timing of any repurchases and the number of shares repurchased under the share repurchase program are within our discretion and may be affected by various factors, including general market and economic conditions; the market price of the common stock; CME Group’s earnings, financial condition, capital requirements and levels of indebtedness; legal requirements; and other considerations. The share repurchase program has no expiration date, does not obligate us to acquire any particular amount of common stock and may be modified, suspended or terminated at any time. As of September 30, 2026, the maximum remaining value of shares to be repurchased was $1.0 billion.

Regulatory Requirements. CME is regulated by the CFTC as a Derivatives Clearing Organization (DCO). DCOs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities, or a line of credit at least equal to six months of projected operating expenses. CME was designated by the Financial Stability Oversight Council as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As a result, CME must comply with CFTC regulations applicable to a systemically important DCO for financial resources and liquidity resources. CME is in compliance with all DCO financial requirements.

CME, CBOT, NYMEX and COMEX are regulated by the CFTC as Designated Contract Markets (DCM). DCMs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities or a line of credit at least equal to six months of projected operating expenses. Our DCMs are in compliance with all DCM financial requirements.

BrokerTec Americas LLC is required to maintain sufficient net capital under Securities Exchange Act of 1934, as amended (Exchange Act), Rule 15c3-1 (the Net Capital Rule). The Net Capital Rule focuses on liquidity and is designed to protect securities customers, counterparties, and creditors by requiring that broker-dealers have sufficient liquid resources on hand at all times to satisfy claims promptly. Rule 15c3-3, or the customer protection rule, which complements Rule 15c3-1, is designed to ensure that customer property (securities and funds) in the custody of broker-dealers is adequately safeguarded. By law, both of these rules apply to the activities of registered broker-dealers, but not to unregistered affiliates. The firm began operating as a (k)(2)(i) broker dealer in November 2017 following notification to the Financial Industry Regulatory Authority and the SEC. A company operating under the (k)(2)(i) exemption is not required to lock up customer funds as would otherwise be required under Exchange Act Rule 15c3-3.

We are subject to various market risks, including those caused by changes in interest rates, credit, foreign currency exchange rates and equity prices. There have not been material changes in our exposure to market risk since December 31, 2025. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, for additional information.

(a) Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b) Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. There were no changes in the company’s internal control over financial reporting which occurred during the fiscal quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

There have been no material changes in the company's risk factors from those disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.